The Board of Directors of your Company are pleased to share the highlights of developments and progress of your Company since its last report along with Audited Financial Statements, Auditors' Report thereon and comments on the financial statements by the Comptroller and Auditor General (C&AG) of India.

STATE OF COMPANY'S AFFAIRS

Your Board is reporting on the affairs of the Company for the FY 2024-25 as under:

Financial Performance

The Standalone / Consolidated financial highlights for the year ended 31/03/2025 are summarized below:

Your Company achieved a turnover (revenue from sale of products) of ? 1,09,239/- Crore during the financial year 2024-25 as against ? 1,05,190/- Crore during the Financial Year 2023-24. The Company earned profit of ? 51 Crore (Profit after Tax) during the Financial Year 2024-25 as against profit of ? 3,596 Crore during the Financial Year 202324. The Gross Refining Margin (GRM) for Financial Year 2024-25 was US$ 4.45/bbl as against US$ 10.36/bbl during the Financial Year 2023-24.

CREDIT RATING

ICRA Limited has reaffirmed the long-term rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) and the short-term rating of “[ICRA] A1” (pronounced as ICRA “A one plus”) on the ?26,488 Crore bank facilities and also reaffirmed rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) for the ?2,060 Crore Non-Convertible Debenture (NCD) Program of Mangalore Refinery and Petrochemicals Limited. ICRA Limited has also reaffirmed the rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) on the Issuer Rating.

CRISIL Ratings Limited has reaffirmed “CRISIL AAA/Stable” (pronounced as “CRISIL triple A rating with stable outlook”) for the ?2,060 Crore Non-Convertible Debenture, its Corporate Credit Rating “CRISIL AAA/Stable” (pronounced as “CRISIL triple A rating with stable outlook”), “CRISIL A1 ”(pronounced as CRISIL A one plus rating) for short-term bank loan facility of ?1,000 Crore and “CRISIL A1 ” (pronounced as “CRISIL A one plus rating”) for the ?5,000 Crore Commercial Paper (CP) / Short Term Debt (STD) programme on Mangalore Refinery and Petrochemicals Limited.

CARE Ratings Limited has reaffirmed “CARE AAA/Stable” (pronounced as “Triple A rating with stable outlook”) for the ?5,000 Crore Non-Convertible Debenture and the short-term rating of “CARE A1 ” (pronounced as “A one plus”) for the ?5,000 Crore Commercial Paper (CP) / Short Term Debt (STD) program of Mangalore Refinery and Petrochemicals Limited.

India Ratings and Research Private Limited has affirmed “IND AAA/Stable” (pronounced as “triple A rating with stable outlook”) for the ?5,000 Crore Non-Convertible Debenture program and foreign currency loan ratings of “IND AAA /Stable” (pronounced as “triple A rating with stable outlook”) for US$55.2 Million programme of Mangalore Refinery and Petrochemicals Limited.

OPERATIONAL PERFORMANCE FOR FY 2024-25 Some of the major Highlights for the year 2024-25 are as under:

0 Refinery has processed highest ever gross crude throughput of 18.18 MMT during the FY 2024-25. Previous best was 17.116 MMT during FY 2022-23.

0 Highest Ever gross Crude Throughputs in Q2, Q3 and Q4 in any of the year were achieved at 4.44 MMT, 4.54 MMT and 4.68 MMT respectively during the year. (Previous best was 4.01 MMT, 4.46 MMT and 4.51 MMT respectively).

0 Highest Ever Distillate yield was achieved at 81.93 % during the year. (Previous best was 78.79 % during FY 2021-22.)

0 Lowest Specific Energy Consumption MBN of 70.71 since Phase-3 commissioning. (Previous best of 71.2 in FY 2023-24.)

0 Lowest Fuel and Loss of 10.42% for FY 2024-25. (Previous best 11.02% in FY2023-24), post integration of OMPL.

0 During the year new Bitumen train and PFCC Wet Gas Scrubber projects commissioned.

0 Devangonthi Marketing Terminal at Dodda Dasarahally, Bangalore, commissioned for dispatch of all three products (MS, HSD & ATF).

Crude processed

0 Refinery has processed new & variety of crude mainly Kaliningrad (Russia, API-39.4), Varandey (Russia, API-37.6), Eocene (Neutral Zone, API-18.1), Peregrino (Brazil, API-14.4), Sandibinskaya (Russia, API-31.8) & Merey-16 (Venezuela, API-15.69) during this year which has added additional margin to the refinery.

Physical Performance - Production, Sales and Dispatches

0 Toluene production started from Aromatic complex during January 2025 for supply to domestic market.

0 Highest Ever ATF production in any year was achieved at 2.72 MMT. The previous best was 2.09 MMT in FY 2023-24. Further Highest Ever ATF production in any of the Month is recorded during Sept-24 i.e. 276.5 TMT.

0 Highest Ever MS production in any year was achieved at 2.69 MMT. The previous best was 2.43 MMT in FY 2022-23.

0 Highest Ever HSD production in any year was achieved at 6.68 MMT. The previous best was 6.58 MMT in FY 2022-23.

0 Highest Ever Benzene production in any year was achieved at 0.21 MMT during the year.

0 Highest Ever Reformate/MS 95 production from aromatic complex in any year was achieved at 1.20 MMT during the year.

0 Highest Ever ATF Despatch in any of the Month is recorded during Sept-24 i.e. 338.5 TMT (Previous Best was 252.35 TMT in July, 24)

0 Highest Ever Polypropylene dispatch recorded in the month of May-24 i.e. 50.75 TMT.

MARKETING AND BUSINESS DEVELOPMENT

0 During the Financial Year 2024-25, your company continues to maintain its dominant position in the institutional business segment of petroleum products market in Karnataka and adjoining States. Your Company retained its dominant position in its core marketing/ trading regions across key institutional business products such as Bitumen, Sulphur, Pet coke, ATF (through Joint Venture), Polypropylene, Xylol etc. Total institutional sales volume across these products' categories in the domestic market reached 2.99 Million Metric Tonnes (MMT), generating a revenue of ?15,214.29 Crores in FY 2024-25. This represents a significant increase of 22.5% in volume and 23.6% in value, compared to the previous fiscal year 2023-24, which recorded sales of 2.44 MMT and revenue of ? 12,313.50 Crore.

0 Your company has expanded its product portfolio with the introduction of Toluene and Mineral Turpentine Oil (MTO). These products have been highly appreciated by customers and have reported remarkable volume growth in a short period.

0 In line with the strategy to strengthen and expand its retail footprints, your Company successfully commissioned 66 HiQ retail outlets during FY 2024-25. Notably, the Company marked its entry into the Tamil Nadu market by commissioning three HiQ outlets. As of 31st March 2025, the total number of operational HiQ retail outlets stood at 167, marking a substantial expansion across Karnataka, Kerala & Tamilnadu. Furthermore, as part of its forward-looking market penetration strategy, MRPL has initiated steps to expand into Andhra Pradesh by launching it's first-ever advertisement campaign for the award of MRPL HiQ Retail Outlet Dealerships in the State.

0 The Polymer segment continued its growth trajectory, achieving the highest-ever annual sales volume of Polypropylene at 473 Thousand Metric Tonnes (TMT) during FY 2024-25. compared to 384 TMT in the previous year, reflecting a robust 23.2% year-on-year growth. MRPL has actively pursued deeper market integration by opening additional Depots and CS locations in high-demand zones, particularly targeting small-volume buyers and MSME. Your company also introduced Cast Polypropylene (CPP film grade) in the market to cater to niche packaging applications, making its foray into specialty polymer product innovations.

0 Your Company's joint venture, M/s Shell MRPL Aviation Fuel and Services Limited (SMAFSL), continued its steady performance in the Aviation Turbine Fuel (ATF) segment, expanding its market share across several airports in South India. SMAFSL achieved a turnover of ?2,549 Crore during FY 2024-25, a growth of 22.2% over the previous year's turnover of ?2,087 Crore, underscoring the increasing trust placed in the JV by the aviation sector and the successful collaborative efforts of both JV partners.

Overall, your company's strategic initiatives in market diversification, retail network expansion, product innovation, and joint venture synergies have collectively contributed to marketing and business development for FY 2024-25.

COMMISSIONING OF MARKETING TERMINAL

MRPL successfully commissioned fully automated marketing terminal at Devangonthi to cater to the current and prospective demand for petroleum products in Bangalore region. The terminal receives petroleum products from refinery via the integrated PMHBL pipeline and has gross storage capacity of 81 TKL of the finished petroleum products. It is equipped with ten bays tank truck loading gantry, offering both top loading and bottom loading with vapour recovery system. The terminal also features storage and handling facilities for ethanol and biodiesel.

Commissioned in the second quarter of FY 2024-25, the terminal is seamlessly facilitating the supply of all designated products to retail outlets, institutional customers, and aviation fuel stations across the region.

RECOGNITIONS:

0 Water Conservation and Horticulture Development Award.

0 1^st Prize in Best Cogen Boiler State-level award.

0 Best Innovation in Refinery award 2024 at ETM.

0 Greentech Award for Circular Economy Leadership in Waste Management & Recycling.

0 Mahatma Award-2024 for Corporate Environment Excellence (CER).

0 MRPL honoured for Innovative HR Practices at Asian Leadership Awards 2024.

0 The Economic Times HR Future Ready Organization Award 2024-25.

0 Mahatma Award-2024 for HR Excellence and Social Impact.

0 Organization with Innovative HR Practices at the Asia Pacific HRM Congress Award-2024.

0 Outstanding Award for Official Language Implementation.

0 8 Excellence awards at Global Communication PRCI Conclave.

0 4 Excellence National Awards 2024 at PRCI National Conclave.

0 Prestigious Governance Now 11th PSU Awards.

0 GEEF Global Environment Award 2024 in Gold Category.

0 The Economic Times HR Future Ready Organization Award 2024-25.

0 MRPL Aromatic Complex wins National Safety Council award 2024.

0 MRPL Aromatic Complex honoured with 2nd prize for “Best safety practices in Oil & Gas Industries Category” by Dept. of Factories, Boilers, Industrial Safety and Health, Government of Karnataka.

0 Best Official Language Implementation award at Vishwa Hindi parishad.

PROCUREMENT OF GOODS AND SERVICES FROM MSMEs

0 In Line with Public Procurement Policy, 2012 issued by Ministry of Micro, Small and Medium Enterprises, your company has achieved 55% i.e. ?1075 Crore for the FY 2024-25 against the target of 25% for procurement of Goods and services from Micro, Small and Medium Enterprises. This excluded items that are beyond the scope of MSEs which are OEM Spares, OEM Services, proprietary items and services and plant and machinery - single item value equal to or more than ?50 Crore.

0 In line with the Government guidelines, your company has enhanced procurement through GeM portal and have procured ?1434 Crore of Goods and Services from GeM portal during FY 2024-25, which is 38.3% of the

total procurement made during the year.

0 Your company is registered with all the five TReDS portals in India namely Receivable Exchange of India Limited (RXIL), Mynd Solutions Pvt Ltd (M1Xchange), A. Treds Ltd (Invoicemart), C2treds and Domestic Trade Exchange Ltd (DTX). TReDS is an institutional mechanism set up by the Reserve Bank of India to facilitate the trade receivable financing of Micro, Small and Medium Enterprises.

0 MRPL has organized three vendor meets during the FY 2024-25. MRPL has also organized three MSME conclaves in collaboration with Federation of Karnataka Chambers of Commerce and Industry (FKCCI) held at Bangalore, Confederation of Indian Industry (CII) held at Mangalore and Karnataka Small Scale Industries Association (KASSIA) held at Bangalore. Additionally, MRPL took part in CII MSME Leadership Summit held at New Delhi and Business Network International (BNI) Meet held at Mangalore during the year.

0 MRPL participated in a Special Vendor Development Meet for SC/ST vendors in collaboration with Chennai Petroleum Corporation Limited (CPCL).

PROJECTS0 Devangonthi Marketing Terminal: (?330 Crore)

Marketing Terminal at Devangonthi, Bangalore was set up to cater to requirements of petroleum products for expanding industrial and retail business primarily in the State of Karnataka. The Terminal receives finished petroleum products (MS, HSD and ATF) through the existing PMHBL pipeline from MRPL, Mangalore. There are dosing facility of Ethanol with MS and Bio-Diesel with HSD and tank truck loading facility. Approved Project cost was ?330 Crore. Mechanical completion of the project was achieved in May, 2024 and commissioned in August, 2024.

0 PFCC Regenerator Stack Wet Scrubber System: (?129 Crore)

Project was conceived to reduce SPM emission in flue gas from PFCC as a pollution control measure. The PFCC unit processes unconverted oil from HCU straight run low sulphur VGO, and hydro treated HCGO and converts to value added products such as propylene, LPG and gasoline. The regenerated stack wet scrubber system ensures meeting emission norms even under adverse situations since the system is installed just upstream of the regenerator stack. Project approved cost was ?129 crore. The Mechanical completion of the project was achieved in December, 2024 and commissioned in March, 2025.

0 Bitumen Blowing Unit: (?86 Crore)

Commissioned a new Bitumen production train, powered by advanced 'Biturox' technology Licensed by M/s Porner, Austria. This new unit doubles MRPL's existing Bitumen production capability and is designed to produce high-quality VG40 Bitumen consistently, while also offering flexibility to produce VG30 and other grades as needed. Mechanical completion of the project was achieved in May, 2024 and commissioned in Nov, 2024.

0 Power System Upgradation Project: (?385 Crore)

The project envisages enhancement of grid connectivity and refinery system upgradation which includes implementation of Grid connectivity at 220 / 33 KV level to refinery and grid connectivity at 110/33 KV to Aromatics. Refinery electrical system upgradation, STG and cooling water system modifications along with other enabling activities, are part of the scope of the project. Integrated load-shedding is also included. MRPL will draw power from Bajpe Main Receiving Station which in turn will receive power from the 400 KV Substation situated at Kadandale. This 400 KV SS job and lines upto receiving station is carried out by M/s KPTCL. MRPL will draw full power from KPTCL facility once it is ready. Project approved cost is ?385 crores. Project activities are in progress and targeted project completion is November, 2025.

0 Demo Bio-ATF Project of 20 KLPD capacity: (?364 Crore)

As a part of United Nations plan to offset aviation emissions, 'carbon offsetting and reduction scheme for

international aviation' (CORSIA) is being implemented to address any annual increase in CO2 emissions from international civil aviation above 2020 levels. However India will be participating in the second phase of CORSIA from 2027 onwards during which BIO ATF (also known as Sustainable Aviation fuel) is required to be blended with crude oil based jet fuel so as to reduce net CO2 emissions. As per directions of MoPNG, MRPL is setting up 20KLPD demo bio-ATF plant integrated with the refinery. Project approved cost is ?364 crores. Project activities are in progress, targeted project completion is January, 2027.

0 Iso Butyl Benzene: (?63 Crore)

Iso-Butyl Benzene (IBB) is widely used in the industrial manufacture of ibuprofen, an analgesic, antiinflammatory, over the counter painkiller. Proof-of-concept R&D and mini-pilot studies have already been completed by MRPL in collaboration with CSIR-NCL on IBB manufacturing process technology. The process technology has been patented and MRPL owns the 100% IP. MRPL is now in the process of setting up IBB demo plant of 200 TPA capacity from captive raw material streams. Project activities are in progress. The plant is targeted to be commissioned by August, 2025.

0 Rerouting of Aromatic Complex Pipelines From Jetty13 To Jetty10/11 of NMPA: (?114 Crore)

The project envisages Re-routing of the Aromatic complex products & feed cross country pipelines 18” Para xylene, 16” Benzene & 18” Naphtha from present Jetty 13 to Jetty 10 &11. Project activities are in progress and targeted project completion is July, 2026.

0 Replacement of 20” Fuel Oil (FO) Line from Refinery to Jetty Area with New Above Ground Line: (?112 Crore)

The project envisages laying new 20” FO export line as replacement of existing line from refinery to NMPA. Project activities are in progress and targeted project completion is August, 2026.

0 Laying of New treated water Line From MRPL Effluent Treatment Plants 1&2 to APMC point: (f75 Crore)

Laying of New Effluent Line from MRPL Effluent Treatment Plants 1&2 to APMC point. The material of construction of the Pipe shall be with upgraded material i.e. High Density Polyethylene (HDPE). Project activities are in progress and targeted project completion is November, 2025.

DEVELOPMENT OF INFORMATION TECHNOLOGY, SOFTWARE, HARDWARE ETC 0 IT initiatives - Digital transformation:

In today's rapidly evolving digital world, digital transformation is essential - not just a choice - for staying competitive and innovative. Our company understands that technology is the backbone of modern business, driving efficiency, adaptability, and enhanced customer experiences. We are dedicated to embracing these technological advancements through continuous investments in cutting-edge solutions and fostering a culture of innovation across all departments.

Over the past fiscal year, our IT department has spearheaded several transformative projects that have significantly enhanced our operational efficiency and positioned us at the forefront of technological innovation. One of our most notable achievements was the successful implementation of Enterprise Resource Planning (ERP) system, SAP S/4HANA in the cloud platform. As one of the first companies in our industry to adopt this cloud-based solution, we have streamlined our core business processes by seamless integration, and improved decision-making capabilities. The ERP system has enabled us to consolidate data from various business functions, resulting in enhanced transparency, faster response times, and greater agility in managing our operations.

We have made significant investments in fortifying our cybersecurity infrastructure. Recognizing that robust cybersecurity is critical in protecting sensitive information and maintaining stakeholder trust, we have implemented advanced security protocols and monitoring systems. These measures have provided us with a

resilient defence against emerging cyber threats, ensuring the integrity and confidentiality of our data. Our proactive approach to cybersecurity not only safeguards our digital assets but also reinforces our commitment to regulatory compliance and risk management, thereby securing our reputation in the industry.

Additionally, our journey into AI/ML implementation has taken a significant leap forward. We have initiated strategic projects to integrate artificial intelligence and machine learning into our business processes, setting the stage for advanced data analytics and automation. This initiative is expected to revolutionize how we handle large datasets, predict trends, and optimize operational efficiencies across various business functions.

MRPL has developed and implemented advanced real-time optimization solutions across various critical process units. These solutions leverage AI/ML technologies and digital twins to enhance operational efficiency, reduce delays, and minimize off-spec production. Real-time prediction capabilities have replaced traditional manual analysis, enabling faster decision-making and improving product quality.

AI/ML-driven closed-loop optimization has been introduced in key units to directly control process outputs and perform complex real-time calculations, resulting in improved yield and efficiency. Explainable AI models are being utilized to define safe operating conditions, address persistent quality challenges, and ensure product integrity across sensitive production lines.

In the area of predictive maintenance, real-time monitoring systems powered by AI have been deployed to detect anomalies and predict failures in critical equipment, enhancing reliability and minimizing unplanned downtime. Additionally, in-house developed AI/ML tools support energy optimization efforts, such as realtime flare monitoring and root cause analysis, which contribute to both operational and environmental performance.

These digital innovation initiatives have earned industry recognition as “Best Innovation in Refinery” award by the Ministry of Petroleum and Natural Gas, Government of India, demonstrating MRPL's leadership in applying cutting-edge technologies to drive continuous improvement and sustainable operations.

Together, these IT initiatives underscore our unwavering commitment to digital transformation and technological excellence. By integrating advanced ERP solution, strengthening our cybersecurity posture, and pioneering AI/ML applications, we are not only meeting current business challenges but also laying a solid foundation for future success. These targeted IT investments are vital for keeping our company agile, innovative, and well-equipped to tackle the challenges of today's dynamic digital environment.

SECRETARIAL STANDARDS

The Secretarial Auditor appointed by the Board for the FY 2024-25 has certified that your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, during the FY 2024-25.

HEALTH, SAFETY & ENVIRONMENT PERFORMANCE Occupational Health1. Health

0 Mangalore Refinery and Petrochemicals Limited (MRPL) has built a robust and forward-looking healthcare system, placing employee well-being, safety, and compliance at the core of its operations. Designed to serve employees, their families, and the secondary workforce, MRPL's healthcare framework is both preventive and responsive-aligning with national and global best practices and statutory requirements.

0 The company operates three Occupational Health Centres (OHCs) and a Hospital, which comply fully with the Factories Act, 1948, the Karnataka Factory Rules, and relevant international occupational health standards. These centres are equipped to handle first aid, emergency care, routine health monitoring, and occupational surveillance, and are staffed by trained healthcare professionals.

0 To enhance its occupational health capabilities, MRPL has invested in modern medical infrastructure. A Gas Chromatograph has been commissioned for the detection and monitoring of benzene exposure, ensuring timely identification and prevention of long-term chemical hazards. Additionally, a dedicated audiometry booth and a Pure Tone Audiometry Machine have been installed to conduct hearing assessments and support early intervention in cases of occupational hearing loss-common in high-decibel industrial environments.

0 MRPL also emphasizes training and emergency readiness. The Health Department has procured high-quality training mannequins that are used to conduct practical first aid and CPR training for employees. Separate advanced mannequins allow healthcare professionals to simulate and practice emergency resuscitation, strengthening in-house response capabilities. Furthermore, the Health Department has prepared Standard Operating Procedures (SOPs) for all major accident scenarios. These SOPs are readily accessible to healthcare professionals to ensure swift and effective emergency medical treatment.

0 A wide range of health awareness and wellness programs are regularly conducted across the organization. These include seminars on lifestyle diseases, mental health workshops, fitness campaigns, blood donation drives, and periodic first aid training sessions. These initiatives contribute to building a health-conscious, resilient workforce.

0 In line with its commitment to continuous improvement, MRPL has renovated its OHCs and hospital facilities, making them more patient-friendly and efficient. The upgraded medical infrastructure enhances comfort, accessibility, and quality of care for all beneficiaries. New state-of-the-art equipment-including portable oxygen cylinders, BiPAP machines, and burn gel dressings-have been added to ensure timely and effective treatment, significantly improving patient comfort and recovery outcomes.

0 MRPL has strategically installed Automated External Defibrillators (AEDs) at all major operational and administrative locations. These devices enable quick and effective life-saving intervention in the event of a sudden cardiac arrest, significantly improving survival outcomes through timely response.

0 MRPL has incorporated Diphoterine solution into its emergency response kits. This specialized solution is highly effective in neutralizing both acid and alkali splashes, offering a crucial first line of treatment in chemical burn incidents. Its availability at key locations demonstrates MRPL's commitment to industrial chemical safety. Due to the higher prevalence of snakebite incidents in the region, anti-snake venoms are also stocked at the Health centres, ensuring rapid intervention in such critical emergencies.

0 These initiatives reflect MRPL's unwavering commitment to the welfare and safety of employees & secondary workforce and regulatory compliance. The outcomes are reduced workplace medical incidents, improved employee and secondary workforce engagement, and a stronger organizational culture centered on health and safety.

0 By integrating infrastructure development, international best practices, and continuous training, MRPL has positioned itself as a leader in industrial healthcare management. Its healthcare system stands as a model for responsible corporate citizenship, where people remain the most valued asset.

2. Fire & Safety

0 MRPL achieved 111 days for Refinery and 3442 days for Aromatic Complex without Reportable Lost Time Injuries (RLTI).

0 Emergency Response & Disaster Management Plans of Refinery and Aromatics Complex have been successfully recertified.

0 Pre-commissioning Safety Audit of Devangonthi Marketing Terminal, BBU train-2 & PFCC WSS (Wet Scrubber System) were carried out by Oil Industry Safety Directorate.

3. Environment

0 Consent for Operation was obtained for 40MLD De-salination plant, Devangonthi marketing terminal and Modernization Projects (RLNG facility, CCR-1 revamp, LATU, BBU & WSS) from State pollution control board.

0 Environmental Clearance obtained for setting up 500TPA Green hydrogen unit from MoEF&CC.

0 Extended producer responsibility obligation achieved for FY 2023-24 of 2167 MT of plastic packaging material, as per Plastic Waste Management Rule.

0 Oil Spill Contingency Plan of MRPL SPM facility approved by Indian Coast Guard.

0 Application filed with State pollution control board for Consent for Operation of Crude oil processing capacity to 18.4 MMTPA

0 Application filed with State pollution control board for Consent for Establishment for setting up Bio-ATF and Green Hydrogen plants.

0 Treated city sewage water, De-salinated water and treated effluent water is utilized in the refinery operations as sustainable water resources.

0 A robust waste management system which includes recycling, reusing and responsible disposal of hazardous waste is in place.

0 MRPL has set a Net Zero target (Scope-1&2) year of 2038 and is in the process of development of Net Zero strategy and its implementation plan.

0 Organic manure of about 41MT produced from Vermicomposting units.

0 5259 MT of ETP oily sludge was processed internally in DCU unit.

0 1032 MT of oily sludge and 1368 MT of PFCC spent catalyst were co-processed in SPCB authorized cement industries where it is used as alternate source of energy.

0 323 MT of spent catalysts containing precious metals were disposed through SPCB authorized recyclers/ reprocessors where precious metals are recovered.

0 200 MT of used oil (used Transformer oil) disposed to SPCB authorized recyclers/ re-processors.

0 31 MT of non-recyclable/ non-reusable hazardous waste disposed to secured landfill (TSDF) facility.

0 5762 numbers of tree saplings planted and 2239 numbers of fruit tree saplings were distributed as a part of “Ek ped, maa ke naam” plantation drive.

4. Sustainability Initiatives

Some of the key sustainability initiatives Your Company has undertaken during the FY 2024-25:

0 Net Zero

MRPL has target for achieving Net Zero (Scope-1, 2) by the year 2038.

0 Renewable Energy

MRPL continues to produce renewable energy through sources such as solar power to reduce its carbon footprint. In addition, MRPL has implemented energy-efficient technologies and practices to reduce energy consumption.

During FY 2024-25, total solar energy generated by MRPL was 8838 MWh and total solar energy consumed was 56,729 MWh (including the solar energy purchased).

0 Energy efficiency

MRPL has taken up several energy efficiency improvement measures and has achieved a total fuel savings of 38,725 MT of Oil equivalent.

0 Waste Management

MRPL is having a robust waste management system, which includes recycling, reusing, and responsible disposal of hazardous waste. Hazardous waste is co-processed through cement industries where it is used as alternate source of energy. Spent catalyst is recycled through SPCB authorized recyclers and precious metals are recovered.

During FY 2024-25, 78.54% of total hazardous and non-hazardous waste was recycled and re-used and remaining hazardous and non-hazardous waste were co-processed in cement industry, thereby achieving minimum quantity of hazardous waste disposal to Treatment, Storage and Disposal Facility (TSDF) & Incineration, which are only 0.15% and 0.06% respectively. Oily sludge generated in ETP was re-used in the DCU unit as an effective method of reducing waste.

0 Water conservation

MRPL has implemented many water-conservation measures by investing in water treatment and recycling technologies to reduce its water footprint. During FY 2024-25, 57.50% of Effluent Treatment Plant (ETP) feed flow was recycled and re-used in the refinery. 56,77,318 M3 (Cubic Meter) of desalinated water from plant was utilized in MRPL during FY 2024-25. In addition to the de-salination plant, MRPL is utilizing Mangalore city treated sewage water to reduce its fresh river water consumption. During FY 2024-25, total Mangalore city treated sewage water utilized in the refinery is 52,64,327 M3.

0 Afforestation initiatives

MRPL has undertaken several greenbelt development and compensatory afforestation initiatives to increase its green cover. A 50-acre greenbelt has been developed at Pilikula Biodiversity Park with approximately 4,000 native plant species of Western Ghats. Additionally, a 25-acre afforestation project at Bengre was carried out in coordination with the Karnataka Forest Department, planting locally adaptable tree species along the seashore, which helped reduce the impact of salt-laden breeze on downstream coastal facilities.

During FY 2024-25, approximately 41 MT of vermicompost was harvested from three in-house vermicomposting units. These units offer a sustainable solution for managing organic waste by converting it into nutrient-rich vermicompost. This initiative not only supports effective waste management but also reduces the dependence on inorganic fertilizers by producing a natural alternative, thereby creating value from waste.

As part of its green initiatives during FY 2024-25, MRPL planted 5762 saplings comprising of native, locally adaptable and fruit-bearing species within the refinery premises. Additionally, 2239 fruit tree saplings were distributed under the 'Ek Ped Maa Ke Naam' plantation drive, promoting environmental stewardship and encouraging community participation.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY DEVELOPMENT Corporate Social Responsibility:

MRPL is committed to operate its business in an economically, socially and environmentally responsible manner, while recognizing the interests of all its stakeholders and bringing them maximum value. Consequentially, MRPL's social welfare and community development initiatives revolve around the key areas of education, health care & sanitation and overall development of basic infrastructure in and around its operational area, which is Dakshina Kannada, and it is also extended to other districts of the State and outside the state as well. The CSR projects are aligned with Schedule VII of the Companies Act, 2013.

The company has Corporate Social Responsibility and Sustainable Development Policy that guides its CSR initiatives. The policy was amended from time to time and the noteworthy changes are inclusion of Swachh Bharat initiatives in allocation of funds for the CSR projects, Annual report format etc. The implementation methodology for CSR initiatives was also revised and Delegation of power for approving the CSR projects. The CSR & SD Committee continues to evaluate the existing CSR strategy and bring about necessary changes in its implementation methods.

Major CSR Initiatives:

0 CB-NAAT machines to various districts in support of eradicating the TB.

0 Distribution of ECG machines to Primary Health Centre of Rural areas.

0 Exterior painting to the government schools of MRPL surrounding schools 0 Infrastructure facility and medical equipment's to PHCs.

0 Millets distribution for HIV inmates and Senior Citizens in Dakshina Kannada.

0 Free Artificial Limb camp to the Endosulfan victims.

0 Drinking water purifiers to Schools, Government Hostels and Anganawadis

0 Construction of additional classrooms, toilets blocks including Anganwadi centres

In addition, MRPL has committed considerable amount of financial support for the setting up of a new Astronomy & Space Science Gallery at Pilikula Regional Science Centre near Mangaluru, Procurement of Cancer detection mobile facility, Support for the construction of Palliative care centre in Mangaluru. Further, MRPL has committed support for the construction of additional floors in the Wenlock Govt Hospital in Mangaluru during the FY 2024-25.

The CSR budget of MRPL for FY 2024-25 was ? 82.85 Cr and the entire amount has been committed to various CSR initiatives in FY 2024-25. MRPL has identified education, healthcare, infrastructure and environment as focus areas for its CSR engagement for supporting the community. The result of these initiatives is not only a positive change in the community but also an image of the Company as a responsible business entity.

Mangalore Refinery & Petrochemicals Limited (MRPL) has been undertaking Corporate Social Responsibility (CSR) activities under the name of “Samrakshan”. This captures the spirit and commitment of MRPL's CSR initiative, which is to “protect, preserve and promote the social, cultural and environmental heritage and wealth in and around the area of our business and to usher in sustainable development”. MRPL is promoting sustainable and equitable development through a well-orchestrated CSR program.

MRPL takes up the CSR programmes under five focus areas, namely:

a) Shiksha Samrakshan: Supported construction and renovation of class rooms in various schools including anganwadis. Carried out disbursement of scholarship, uniform, note books and mid-day meals to the students of nearby schools. Provided infrastructure facilities like benches, desks and pure drinking water units to schools and colleges in Karnataka.

b) Arogya Samrakshan: Supported construction of girls and boys toilets in Schools & public places. The company has been conducting Free Artificial Limb Camps continuously for the last 19 years to the benefit of amputees and persons with disabilities. Other major projects include support for procurement of Medical Equipment (ECG machines ) for the Health and wellness centers of Dakshina Kannada through CAD foundation Trust, Renovating Limb Centre and modernizing with new technologies for Lions Centre for Physically Handicapped at Govt. Wenlock Hospital Mangaluru, Supply of Millets for HIV inmates, destitute and old age homes in DK, Marketing of Vita Poshan, an affordable nutritious food produced by Women self Help Groups (SHGs) Yadgir, Providing CB-NAAT machines for TB eradication at Govt health facilities of various districts, Financial support for National Medicos Organisation, Mangaluru to organize medical camps under Mangala Swasthya Sewa Yathra 2.0.at various locations, DK, Drinking Water facility for Govt Schools in Dakshina Kannada etc. MRPL is also supporting running of two free Primary Health Centre in the neighbouring villages.

c) Bahujan Samrakshan: Repair and renovation of Dr. B.R Ambedkar Bhavan, Kenjar, Ambedkar Nagar, Mangaluru, Construction of De-Addiction Centre at Bachalike , Kasaragod Dist, Kerala, Construction of old age home at Vittal, D.K, Basic facility for Working Women's Hostel in Konchady and Kankanady, Mangaluru, Sabha Bhavana for Fishermen Association Chitrapura, Mangaluru, Construction of Mugera Samudaaya Bhavan including toilet blocks at Kulai Hosabettu, Mangaluru, Construction of Koraga Community Hall (Scheduled Tribe) at Derebail village Kodikal, Mangaluru, Renovation and repair of existing building of Karavali Women Writers and Readers Association (Lekhakiyara mattu Vachakiyara Sangha), Mangaluru etc.

d) Prakruti Samrakshan: Strengthening of Taluk Veterinary Hospitals by providing Operation Table(OT), OT lights and other equipment's for 9 Taluks of Dakshina Kannada District through Department of Animal Husbandry and Veterinary Services, DK, Development of old lake near Shree Chandrashekar Temple at Moodubidire, Financial assistance to Govardhanagiri Trust, Gaushala, Udupi etc.

e) Sanskrithi Samrakshan: Building to promote art (cradle making unit) at Kalghatagi, Dharwad dist, Promoting local art and culture by uplifting the infrastructure facilities at various locations.

Aspirational District Projects

Financial Support for Marketing of Vita Poshan, an affordable nutritious food produced by Women self Help Groups (SHGs) Yadgir dist, Repair & Renovation of class room & basic facility for Upgraded Govt. Higher Primary School Hunasihalahuda, Raichur and Construction of toilet block, basic facility and renovation of class room for Govt. High School Gunjahalli, Raichur dist.

CSR & SD Policy

The CSR & SD Policy may be accessed on the Company's website at :

https://admin.mrpl.co.in/img/UploadedFiles/CSR/Files/English/20867d5f4dbc41eabe39bcb065b87a4f.pdf The Annual report on CSR activities for FY 2024-25 is annexed herewith as 'Annexure-A'.

ANNUAL REPORT OF CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated financial statements for the year ended 31^st March, 2025, of the Company form part of the Annual Report in accordance with Section 129 of the Companies Act, 2013 and Ind AS 110 on “Consolidated Financial Statements” read with Ind AS 28 on “Investments in Associates and Joint Ventures”. In accordance with section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on the Company's website. These documents will also be available for inspection during business hours at the registered office of the Company at Mangalore.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs (MCA) on February 16th, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1^st, 2016 with a transition date of April 1^st, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2024-25 in the Statement of Profit & Loss as at March 31^st, 2025, hence no amount has been transferred to General Reserve during FY 202425.

DIVIDEND

The Board has not recommended dividend for the FY 2024-25. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company's website: https://mrpl.co.in/sites/default/files/Statutory%20Disclosures/Dividend%20Distribution%20Policy_1482132372.pdf

DEPOSITS

Your Company has not accepted / remained unpaid or unclaimed / default in payment of any deposits and also there is no non-compliance w.r.t any deposits during the Financial Year pursuant to Section 73 and Chapter V of the Companies Act, 2013 and Rules there under.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans / guarantees given or securities provided during FY 2024-25 under the provisions of Section 185 / 186 of the Companies Act, 2013. The details of investments covered under the provisions of Section 186 of the Act are given in notes to financial statements provided in this Annual Report.

SHARE CAPITAL

The Company has not issued any shares during FY 2024-25. The Issued, Subscribed and Paid up Equity Share Capital of your Company as on 31/03/2025 was about ?1,753 Crore. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise and also sweat equity shares to employees of the Company under any scheme during the FY 2024-25.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of Annual Financial Statements for the year ended March 31^st, 2025, the applicable Ind AS have been followed. So, there is no treatment different from that prescribed in Indian Accounting Standards.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

There have been no instances of fraud to be reported in terms of Section 143(12) of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred after close of the year till date of review of financials by Audit Committee and subsequent approval of same by Board of Directors of the Company which affect the financial position of the Company.

HUMAN RESOURCES0 Compensation & Welfare Benefits:

MRPL strives to be a model employer and corporate citizen. The pay and benefits of Management employees of the Company are guided by relevant DPE guidelines. For non-management, a long term settlement is arrived through collective bargaining with recognized Unions, and compensation packages are worked out accordingly.

The Company provides comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc. and to enable them to give their best at the workplace. These welfare benefits of the company are being revised from time to time with the industry practice so as to enable employees to get enhanced benefits.

0 Maternity Benefits:

Maternity benefit in India is governed by the Maternity Benefit Act, 1961 that applies to all shops and establishments with 10 or more employees. The Act is a social welfare legislation aimed at protecting the rights of working women during maternity. The Act provides for maternity benefits, including paid leave, medical bonuses, and protection from dismissal.

At Mangalore Refinery and Petrochemicals Limited, it is ensured that all eligible women employees working in MRPL get timely payment of all maternity benefits as specified in the act. In the FY 2024-25, fourteen women employees have availed Maternity Benefits.

0 Employee Relations:

Your Company holds its employees in the highest esteem and accordingly follows the best in class Human Resource practices, reviews them periodically and strives to further improve upon that. As a result, the employee relations continue to be cordial and harmonious. As in the past years, this year too, not a single manhour was lost on account of any industrial disturbance.

MRPL believes in maintaining healthy, harmonious, and productive industrial relations. Standing Orders (NonManagement Employees) and CDA Rules (applicable for Management employees) define the model behavioural requirement of the relevant employee groups and recourse in case of deviations.

Your Company adheres to all relevant statutory requirements and abides by guidelines / requirements of the relevant local authorities. The Company works towards ensuring safe working conditions and ensures that statutes are adhered.

0 Recruitment:

During the FY 2024-25, company has recruited 46 employees comprising of 9 Scheduled Caste (SC) employees and 5 Scheduled Tribe (ST) employee and 3 women employees.

Total number of employees and number of SC/ST, male/female, physically challenged employees as on 31/03/2025 are as under:

0 Employee Grievance Redressal:

In MRPL, a structured Grievance Redressal Mechanism is in place to address employee grievances. The mechanism allows employees to escalate their grievances to the committee and the committee make all its efforts for justifiable redressal of issues & concerns timely. Further Collectives and Officers associations are engaged at every stage to discuss and negotiate policy issues and address concerns. There are dedicated Grievance mechanism for SC, ST and PwBD employees.

0 Diversity and Inclusion:

MRPL believes in diverse & inclusive work environment for all regardless of who they are or what they do for the business, feel equally involved in and supported in all areas of the workplace.

At MRPL, Diversity and Inclusion (D&I) go beyond policies, programmes, or headcounts. The Company has zero tolerance for discrimination of any kind. It believes that Diversity and Inclusion at the workplace contribute immensely towards reinforcing employee trust and commitment and creating an agile workforce.

MRPL offers requisite facilities and infrastructure to enable Persons with Disabilities (PwD) to continually create impact in the organization.

0 Reporting on SC/ST/PWD:

In accordance with para-29 of the Presidential Directive, statistics relating to representation of SCs / STs in the prescribed Performa, SC/ST/OBC Report - I and SC/ST/OBC Report -II are attached as 'Annexure - B' to the report.

0 Training & Development:

During the FY 2024-25, the Company devoted 8696 Man-days for training, development and learning, which amounts to 4.54 average Man-days per employee for Management staff and 2.49 Man-days per employee for Non-Management staff.

Out of 8696 Man- days of training, 3586.13 Man-days of Safety related training's, 3959.00 Man-days of Functional training's and 1150.38 Man-days of Behavioral training's achieved for both Management and NonManagement employees.

WOMEN EMPOWERMENT

Prevention of Sexual Harassment at Workplace (POSH) Framework:

0 The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been implemented across the Company with clear objective of providing protection to women against sexual harassment at the workplace and for the prevention and redressal of complaints of sexual harassment. Internal Committee (IC) has been set up in the Company headed by senior-level women employee to deal with sexual harassment complaints, if any.

0 MRPL conducts regular workshops especially for women employees to bring awareness about their rights and facilities at workplace and emphasizing the provisions of the Act. Gender sensitization programmes for the male employees are also conducted regularly. Newly recruited employees in the Company are made aware of the provisions of the Act and the measures adopted by the Company to prevent such incidents.

0 There have been no cases reported to the internal committee for the FY 2024-25. Annual Return pertaining to Sexual Harassment of Women at workplace is attached at 'Annexure-C'.

OFFICIAL LANGUAGE

0 MRPL is implementing the Official Language Policy as per the Annual Programme prescribed by the Department of Official Language under the Ministry of Home Affairs, Government of India. To propagate and promote the Hindi language among employees, MRPL organizes Hindi Workshops, Hindi Hasya Kavi Sammelan, Hindi Fortnight, Various Cultural programs, Vishwa Hindi Diwas, and National Level Hindi Seminars on a regular basis. Further, to promote the usage of the Hindi language within the company, an inhouse Hindi journal, MRPL Pratibimb is published annually. MRPL conducted an All-India Level Hindi Essay Competition for all Oil PSUs, with a significant number of participants. Hindi Language Training sessions were also conducted regularly for employees to qualify in Prabodh, Praveen, and Pragya Examinations.

0 MRPL also participated in Town Official Language Implementation Committee (TOLIC) level Hindi competitions and secured First place in the TOLIC-level competitions. The company was awarded the First Prize for outstanding performance in the field of Official Language implementation by TOLIC, Mangaluru.

0 MRPL was honored with the Special Award for Official Language Hindi Implementation for the financial year 2024-25 at the prestigious World Hindi Seminar, held on 25th-26th July 2024 at the NDMC Convention Center, Connaught Place, New Delhi.

RIGHT TO INFORMATION ACT, 2005

0 Your company has put in place an elaborate mechanism to deal with matters related to the Right to Information Act, 2005. The company has designated one Nodal Officer based at Registered Office at Mangalore and one First Appellate Authority (FAA), one Central Public Information Officers (CPIO) and Two Assistant Public Information Officers (APIOs). RTI manual is hosted on the website of the Company as per Section 4(2) of the RTI Act. Your company has aligned with the online RTI portal launched by DoPT and all the applications/appeals received through the portal have been disposed-off through the portal.

0 The Quarterly Reports / Annual Reports have been submitted through the online portal of Central Information Commission www.cic.gov.in within the prescribed time limit. The data on RTI applications received and disposed off by your company is available online at http://www.mrpl.co.in/Content/RTI%20.

SECURITY MEASURES

0 Security of MRPL Refinery is designed to comply with Oil Sector Infrastructure Protection Plan (OSIPP) and the Security Audit recommendations given by MHA from time to time.

0 Physical Protection of the Refinery is handled by Central Industrial Security Force (CISF). They are fully equipped with adequate gadgets and weapons to handle all kinds of security threats to the Refinery. The Refinery has a state-of-the-art electronic surveillance system with an integrated CCTV cum Electronic Intrusion Detection system which is monitored from a Central Command & Control Centre.

0 Security is on top of the agenda of your Company and to ensure preparedness, periodic mock drills are conducted. To promote awareness of security issues among all stakeholders, Security Awareness Weeks are organized periodically.

0 An up-gradation project of all gates of MRPL is being undertaken by building Security Plaza to include state of the art technologies in automation of access control system, vehicle checking and Security which will be completed during FY 2025-26. The proposed project includes widening of the roads with lanes for each category of vehicles, parking arrangements and providing all weather protection to security personnel to perform their duties. With this project, MRPL will have aesthetic gates fortified with technology to ensure security of the Refinery.

VIGILANCE FUNCTION

0 Your company has developed a structured mechanism of vigilance functions. Its practices are focused towards creation of value to stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance awareness and preventive vigilance activities were continuously carried out during the year.

0 Your company has adopted a complaint handling procedure in accordance with CVC guidelines, in which the complaints received from various sources are documented and investigated by vigilance. Your company has achieved high compliance level with regard to e-procurement, e-tender and e-payment. Vigilance function focus on regular study of systems and procedures for continuous improvement and enhanced efficiency. Company is always looking forward to implement Technology based Innovation to ensure greater transparency and accountability.

0 In line with instructions of CVC, your company had conducted Vigilance Awareness programs for spreading awareness on Preventive Vigilance. Awareness session on Procurement, Ethics and governance, Cyber hygiene & Security, Conduct Rules and System & Procedure of organization have also been conducted by subject experts. Total 877 employees have attended these sessions.

0 As a part of Vigilance Awareness Week, competitions like poster making, slogan writing, online quiz, essay writing etc. were conducted for MRPL employees and dependents, Secondary workforce, CISF employees. More than 346 entries were received for these competitions.

0 Vendor Meet and MRPL's Retail outlet dealers Meet were organized as a part of Vigilance Awareness week. More than 350 vendors and 75 nos. of retail outlet dealers participated in the program.

0 Radio is still one of the very powerful and credible media to spread the awareness. Radio Jingles in Hindi and Kannada on importance of integrity for nation's Prosperity and awareness on PIDPI Resolution was broadcasted on All India Radio Mangalore and FM Radio Mirchi during Vigilance Awareness Campaign.

0 Young students are our main focus group to create awareness on Corruption and its bad effect to the society and nation. Awareness sessions were conducted at Jawahar Navodaya Vidyalaya (JNV) of Dakshina Kannada & Udupi District. Around 166 students at JNV Dakshina Kannada and 114 students at JNV, Udupi have participated in essay and elocution competitions. All the students and teachers took Integrity pledge. MRPL in association with Manel Srinivasa Nayak Institute of Management (MSNIM) conducted competitions such as essay, quiz, elocution, street-play and poster-making. A total of 800 students participated in various events covering 21 colleges of Dakshina Kannada and Udupi districts. In association with DPS-MRPL, a walkathon was organized in MRPL Township on 18th October. More than 260 students, Teachers and team Vigilance of MRPL participated in the Walkathon and later took the integrity pledge. Essay and elocution competitions were organized for students of DPS School covering 225 students of class 8^th, 9^th and 10^th class.

0 Vigilance Awareness Week 2024 was observed from 28^th October, 2024 to 3^rd November, 2024 on the theme “Culture of Integrity for Nation's Prosperity”. During Vigilance Awareness Week, banners were displayed at all the prominent locations in the Refinery, Retail outlets, Township, schools and colleges, MRPL offices at Mumbai, Bangalore and Delhi, Aromatic Complex & Shell MRPL office premises. The marketing installation and retail outlets of MRPL also took part actively in the observance of vigilance awareness week.

0 Different vigilance awareness activities were designed to cover all walks of life. Integrity pledge and outreach programs were the prime focus. The social media platform is used effectively in creating awareness among all the stakeholders.

0 Chief Vigilance Officer (CVO) acts as an advisor to the Head of the Organization in all matters pertaining to Vigilance. More emphasis is being given on Preventive vigilance initiatives and systemic improvement with the effective use of technology.

0 During the FY 2024-25, one PIDPI complaint was received and investigation report submitted to the concerned agency. Further 41 complaints were received from other sources (Non-PIDPI) out of which 29 complaints were disposed-off. Investigation was carried out on 12 complaints.

WHISTLE BLOWER POLICY

The Whistle Blower Policy is formulated to provide a vigil mechanism for Directors and Employees to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Policy provides necessary safeguards for protection of Directors and Employees who avail the vigil mechanism from reprisals or victimization, for whistle blowing in good faith and to provide opportunity to Directors and Employees for Direct access to the Chairperson of the Audit Committee in exceptional cases. The policy is available on the Company's website. During the year, no complaint was received under Whistle Blower Policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are furnished in 'Annexure- D' which forms part of this Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

MRPL being a Government Company, is exempted from the provisions of Section 197(12) of the Companies Act, 2013 and relevant Rules in view of the Notification dated 05/06/2015 issued by Ministry of Corporate Affairs (MCA). The functional Directors of the Company are appointed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India (GoI) within the framework of DPE guidelines.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3) (a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of 31^st March 2025 in Form MGT-7, is available on the Company's website at https://mrpl.co.in/en/Content/Annual Return. The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

RELATED PARTY TRANSACTIONS & PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTY

All transactions entered with related parties during the FY 2024-25 were on arm's length basis and in ordinary course of business. Further, there were no material related party transactions during the year with the Promoters, Directors or Key Managerial Personnel and no related party transactions were made which could have had a potential conflict with interests of the Company at large. The Company's major related party transactions are generally with its Holding Company, Joint Venture Company and associates. All the contracts/arrangements/transactions entered into with related parties were on arm's length basis, intended to further the Company's interest. The Company has adopted a Related Party policy and procedure, which is available at Company's website.

The particulars of every contract or arrangements entered into by the Company with Related Parties referred in Section 188(1) of the Companies Act, 2013, is attached in the prescribed Form No. AOC - 2 as 'Annexure-E'. MCA vide Notification dated 05/06/2015, has exempted the applicability of proviso 1 and 2 of Section 188(1) of the Companies Act, 2013 for transactions entered into between two Government Companies.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in the Board of Directors and Key Managerial Personnel during the financial year 2024-25:

MRPL being a Central Public Sector Enterprise (CPSE), Directors on the Board of the Company are appointed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India (GoI) and therefore the provisions of Section 134(3) of the Companies Act, 2013, regarding policy on Directors' appointment and remuneration shall not apply in view of the MCA notification dated 05/06/2015.

0 Shri. Sanjay Varma (DIN: 05155972) vacated the office of Director (Refinery) on 30/06/2024.

0 Shri. Vivek Chandrakant Tongaonkar (DIN: 10143854) vacated as the office of Director (Finance) and Chief Financial Officer of MRPL on 02/07/2024.

0 Shri. Mundkur Shyamprasad Kamath (DIN: 10092758), Managing Director had been assigned the additional charge of the post of Director (Refinery) for a period of three months w.e.f. 01/07/2024

0 Shri. Mundkur Shyamprasad Kamath (DIN: 10092758), Managing Director had been assigned the additional charge of the post of Director (Finance) for a period of three months w.e.f. 02/07/2024 and further extended for a period of six months w.e.f 02/10/2024.

0 Shri Yogish Nayak S was appointed as Chief Financial Officer w.e.f. 22/07/2024.

0 Shri Nandakumar Velayudhan Pillai (DIN: 10735946) was appointed as Director (Refinery) on the Board of MRPL w.e.f 08/08/2024.

0 Shri Rajkumar Sharma (DIN: 01681944) has vacated the office of Non-Executive Independent Director on the Board of MRPL w.e.f 08/11/2024.

0 Shri Manohar Singh Verma (DIN: 09393215) has vacated the office of Non-Executive Independent Director on the Board of MRPL w.e.f 08/11/2024.

0 Shri Pankaj Gupta (DIN: 09393633) has vacated the office of Non-Executive Independent Director on the Board of MRPL w.e.f 08/11/2024.

0 Shri Devendra Kumar (DIN: 11000531) was appointed as Director (Finance) on the Board of MRPL on 25/03/2025.

0 Shri Yogish Nayak S has vacated the office of Chief Financial Officer w.e.f. 25/03/2025.

0 Shri Devendra Kumar has been appointed as Chief Financial Officer w.e.f. 25/03/2025.

0 Shri Rajkumar Sharma (DIN: 01681944) re-appointed as Non-Executive Independent Director on the Board of MRPL on 28/03/2025.

0 Shri Manohar Singh Verma (DIN: 09393215) re-appointed as Non-Executive Independent Director on the Board of MRPL on 28/03/2025.

0 Shri Pankaj Gupta (DIN: 09393633) re-appointed as Non-Executive Independent Director on the Board of MRPL on 28/03/2025.

0 Smt. Nivedida Subramanian (DIN: 08646502) re-appointed as Non-Executive Independent Director on the Board of MRPL on 28/03/2025.

The Board places on record its appreciation for the valuable services rendered by the outgoing Directors & KMP's during their respective tenures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, the Board of Directors of your Company has made the following statement for FY 2024-25:

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable Ind AS have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Financial Statements on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF BOARD MEETINGS

The Board of Directors of your Company had seven (7) Meetings during the FY 2024-25. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013. Details of the Board Meetings held, have been furnished in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee has been constituted as per the terms of reference prescribed under Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, Regulation 18 of SEBI Listing Regulation, 2015 and Guidelines on Corporate Governance for Central Public Sector Enterprise issued by Department of Public Enterprise, Government of India. There have been no instances where the recommendations of the Audit Committee were not accepted by the Board of Directors. The details of Audit Committee are disclosed in the Corporate Governance Report which forms part of this Report.

NOMINATION & REMUNERATION COMMITTEE (NRC)

MRPL being a 'Schedule-A' Category-1 Miniratna Central Public Sector Enterprise (CPSE), the appointment, terms, conditions and remuneration of Directors on the Board of the Company are fixed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India in line with the DPE Guidelines issued by Department of Public Enterprises (DPE), Govt. of India.

The remuneration policy of the Company formulated as per the guidelines issued by the Department of Public Enterprises, Government of India is hosted on the website of the company https://mrp1.co.in/sites/default/files/Statutorv%20Disclosures/MRPL%20Remuneration%20Policv%20for%20KMP. %20Directors%20and%20Emplovees.pdf.

Accordingly, pursuant to Section 178 of the Companies Act, 2013, Regulation 19 of SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance for CPSE, your Company has constituted a Nomination & Remuneration Committee. The details of the Nomination & Remuneration Committee are disclosed in Corporate Governance Report which forms part of this report.

RISK MANAGEMENT POLICY

In line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your company has developed and rolled out a comprehensive Enterprise-wide Risk Management (ERM) Policy throughout the organization. The Risk Management Policy and Procedures document has been reviewed and updated in line with SEBI LODR Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05th May 2021, which includes a revamp in the Risk Governance Structure. The Risk Management Committee periodically reviews the risk assessment and mitigation actions and then apprises the Audit Committee and Board on risk management.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

POLICIES:

Pursuant to requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015, following policies/codes have been formulated and available on the Company's website at www.mrpl.co.in :-

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividends have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the financial year, an amount of ?16,72,42,389 unclaimed dividend and corresponding 47,28,083 shares were transferred to Investor Education & Protection Fund (IEPF).The details are provided in the Shareholder Information Section of this Annual Report and are also available on the website of the Company www.mrpl.co.in.

INTERNAL FINANCIAL CONTROL

0 Your Company has a well-established and efficient internal financial control system to ensure an adequate and effective internal control environment that provides assurance on efficiency of conducting business including adherence to Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

0 The Company has an in-house Internal Audit Department commensurate with its size of operations. Audit observations are periodically reviewed by the Audit Committee of the Board and necessary directions are issued whenever required. The highlights on Internal Control system are disclosed in the Management Discussion Analysis Report which forms part of this report.

0 As regards Financial Reporting controls, the internal auditor verifies the adequacy and effectiveness of controls. Your Company has also obtained a certificate from the Joint Statutory Auditors under Section 143(3)(I) of the Companies Act, 2013, towards the existence of adequate Internal Financial control system over Financial reporting and its operating effectiveness as at 31^st March, 2025.

DECLARATION OF INDEPENDENCE

The Company has received the declaration from Independent Directors confirming that they met the criteria prescribed under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS0 Joint Statutory Auditors

M/s YCRJ & Associates, Chartered Accountants, Mangalore and M/s BSJ & Associates, Chartered Accountants, Kannur were the Joint Statutory Auditors of the Company for the FY 2024-25. They have audited the Financial Statements for FY 2024-25 and submitted their report which forms part of this report. There is no qualification in the Auditors Report on the financial statements of the Company. Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any comments. Total statutory audit fees (Standalone & Consolidated) paid to the Joint Statutory Auditors along with other certification fees and reimbursement of expenses for the financial year 2024-25 was 11.58 Million.

0 Secretarial Auditors FY 2024-25

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru for conducting Annual Secretarial Audit for FY 2024-25 pursuant to Section 204 of the Companies Act, 2013.

M/s Ullas Kumar Melinamogaru & Associates, Practicing Company Secretaries, Mangaluru have issued

Secretarial Audit Report for the FY 2024-25 which forms part of this report as 'Annexure-F'.

The Auditors have made observations regarding composition of the Board during the financial year due to shortfall in the requisite number of Independent Directors on the Board of the Company from 01/04/2024 to 31/03/2025 and Independent Woman Director from 01/04/2024 to 27/03/2025 following the resignation of the lone independent woman director in the previous financial year on the ground of conflicting commitments. Accordingly, Company did not meet composition requirements of the Board Sub-Committee from 08/11/2024 to 27/03/2025.

Your Company being a Central Public Sector Enterprise (CPSE), the matter for appointment of Directors on the Board of the Company is handled by the Administrative Ministry, i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India. Your Company is consistently pursuing with the Administrative Ministry, for appointment of requisite number of Independent Directors including Independent Woman Director on the Board of MRPL to comply with the requirements of applicable provisions.

Accordingly, the Ministry of Petroleum and Natural Gas (MoP&NG) on 28/03/2025 had re-appointed four (4) Independent Directors including one (1) Independent Woman Director on the Board of the Company. Accordingly, Company has re-constituted the Board Sub-Committees and your company has complied with the requirement of composition of the Committees w.e.f. 28/03/2025.

FY 2025-26

Further, the Board of Directors of the Company at its meeting held on 26^th April, 2025, based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the proposal for appointment of M/s Ullas Kumar Melinamogaru & Associates, as the Secretarial Auditor, for the financial year 2025-26, in line with SEBI Circular No. SEBI/LAD-NRO/GN/2024/218 dated 12^th December 2024. M/s Ullas Kumar Melinamogaru & Associates have given their consent and confirmed that they satisfy the eligibility criteria and are not disqualified from being appointed as the Secretarial Auditors of the Company.

0 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounts maintained by the Company for the FY 2024-25 are being audited by Cost Auditors M/s Bandyopadhyaya Bhaumik & Co., Cost Accountant, Kolkata.

The resolution for ratification of the proposed remuneration payable to M/s Bandyopadhyaya Bhaumik & Co. to audit the cost records of the Company for the financial year ending 31^st March 2026, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation, or adverse remark. The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government within the prescribed timelines.

COMMENTS OF C&AG ON THE JOINT STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS FOR THE FY 2024-25

The Comments of Comptroller & Auditor General of India (C&AG) forms part of this report and are attached as 'Annexure-G'. You would be pleased to know that there are no comments from C&AG on the Auditor's Report or on the Financial Statements for the year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the FY 2024-25 forms part of this Report as 'Annexure-H'.

CORPORATE GOVERNANCE

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013, SEBI Listing Regulations, 2015 and has complied with all the mandatory provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulation, 2015 relating to the Corporate Governance requirements and mandatory guidelines on Corporate Governance for CPSEs issued by DPE, Government of India. The Corporate Governance Report for the FY 2024-25 forms part of this Report as 'Annexure-I'.

Pursuant to Schedule V of the SEBI Listing Regulations, 2015, a certificate from Practicing Company Secretary on Non-Disqualification of Directors, confirming that no Director on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority, and Certificate on Compliance of conditions of Corporate Governance also forms part of this Report as 'Annexure-J' and 'Annexure-K' respectively.

The Secretarial Auditors have made observations on non-availability of requisite number of Independent Directors on the Board of the Company from 01/04/2024 to 31/03/2025 and Independent Woman Director from 01/04/2024 to 27/03/2025 due to the resignation of the lone Independent Woman Director in the previous financial year on the ground of conflicting commitments. The matter for appointment of requisite number of Independent Directors including Independent Woman Director is being pursued with MoP&NG and the same is under active consideration of MoP&NG. Accordingly, Company did not meet composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee from 08/11/2024 to 27/03/2025. Ministry of Petroleum and Natural Gas (MoP&NG) on 28/03/2025 has re-appointed 4 Independent Directors including Women Independent Director on the Board of the Company. Accordingly, company has re-constituted the Committees w.e.f. 28/03/2025 and your Company has complied with the requirement of composition of the Committees.

CEO & CFO CERTIFICATE:

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) the SEBI (LODR) Regulations, 2015 inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, forms part of this report as 'Annexure-L’

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI Listing Regulations, 2015 mandated inclusion of 'Business Responsibility and Sustainability Report' (BRSR) as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulation, BRSR for the FY 2024-25 forms part of this Report as 'Annexure-M'.

ACKNOWLEDGEMENT

Your Board of Directors wish to thank the shareholders for the continued confidence reposed in their Company. Your Directors sincerely thank the Government of India (GoI), Ministry of Petroleum and Natural Gas (MoP&NG), Ministry of Finance (MoF), Ministry of Corporate Affairs (MCA), Department of Public Enterprises (DPE), Ministry of Environment, Forest and Climate Change (MoEFCC), Ministry of External Affairs (MEA), Ministry of Shipping (MoS), Ministry of Home Affairs (MHA), other Ministries and Departments of the Central Government for their valuable support, guidance and continued co-operation. Your Directors also place on record their appreciation for the support from Government of Karnataka.

Your Directors gratefully acknowledge support and direction provided by the parent Company, Oil and Natural Gas Corporation Limited (ONGC) and the support of Hindustan Petroleum Corporation Limited (HPCL) as Promoters of the Company. Your Directors acknowledge the continuous cooperation and support received from New Mangalore

Port Authority (NMPA), Financial Institutions, Banks and all other stakeholders. Your Directors recognize the patronage extended by the valued customers for the products of the Company and promise to provide them the best satisfaction. The Board would like to express its sincere appreciation for the dedicated efforts made and valuable services rendered by all the employees collectively and concertedly as a team i.e., “Team MRPL” towards the Company's achievements during the FY 2024-25.